General terms and conditions

General terms and conditions A

BID SOLICITATION AND STANDARD INSTRUCTIONS-Definitions

"Bidder" means the party or parties that have legal capacity to enter into a contract who has placed a bid on a surplus Good on GCSurplus.

"Canada" and "Crown" means Her Majesty the Queen in right of Canada as represented by the Minister of Public Works and Government Services (PWGSC) and any other person duly authorized to act on behalf of the Minister or, if applicable, an appropriate Minister to whom the Minister of Public Works and Government Services has delegated his or her powers, duties or functions and any other person duly authorized to act on behalf of that Minister;

"GCSurplus" means the organization within the Department of Public Works and Government Services that operates the online auction site with the same name;

"GCSurplus" also means the online bidding system owned and operated PWGSC for the disposal of Goods;

"Good" or "Goods", "Asset" or "Assets" means the surplus Crown-owned assets that are deemed surplus to the requirements of the Government of Canada, and those assets owned by other governments, bodies or persons in Canada or elsewhere, deemed to be surplus to their needs, for which they have contracted with GCSurplus/PWGSC to dispose of such assets on their behalf, listed on the GCSurplus web site;

"Offer To Purchase" means any bid submitted by a User on GCSurplus;

"Purchaser" means the party or parties that have legal capacity to enter into a contract, who have submitted the highest, compliant Offer to Purchase with respect to the Goods and who agree to make payment in full for the Goods purchased and to remove the Goods when directed to do so by GCSurplus/PWGSC;

"PWGSC" means the Department of Public Works and Government Services, as established under the Department of Public Works and Government Services Act, R.S. 1996 c.16.;

"User" means a person that has completed a valid registration on GCSurplus and has agreed to be bound by these Terms and Conditions.

"Work" under this Part 3 shall mean all activities, services, assets, equipment, matters and things required to be done, delivered or performed by the Purchaser under the Contract pursuant to the sale of surplus asset.

In order to make an Offer to Purchase, you must first be registered as a User;

You agree that you will provide true and accurate information about yourself, at the registration stage such as your name, your address, phone number(s), e-mail address and password. Your personal information is protected under the Privacy Act. Please review the Privacy Notice Statement;

As a User of GCSurplus you agree that you are bound by the Terms and Conditions of Use; as well as the Terms and Conditions of Sale should you make a bid for any Good;

At the registration stage, when you click "I agree", you acknowledge that you have read, understood and accepted the Terms and Conditions of Use and the Terms and Conditions of Sale;

Upon registration you will receive an e-mail notification containing an activation link to confirm your registration and grant you access to GCSurplus. You must complete this step to finish the registration process;

PWGSC may discontinue GCSurplus without giving you notice;

Although PWGSC makes every effort to ensure accuracy, it does not warrant the accuracy or the completeness of the information provided on the GCSurplus website or that GCSurplus will function without error, failure or interruption;

You will not bring or institute any action, claim or legal proceeding whatsoever, against the Government of Canada for any loss or damage of any kind arising from the use of GCSurplus;

You may cancel your registration by selecting the Cancel Registration option under "My Registration". Users and Purchasers continue to be responsible for all Offers to Purchase or contracts entered, and can not cancel their accounts until they fulfill their contractual obligations;

A bidder shall only be entitled to register one account. Multiple registrations of user accounts by one bidder is considered an abusive use of the system and the consequences of doing so shall include immediate termination from participation on any GCSurplus auctions.

GCSurplus may cancel your registration without notice if any of the following situations occur:

PWGSC is of the opinion that you have, knowingly or unknowingly, provided false information in the registration process;

PWGSC is of the opinion that your behaviour on GCSurplus interfered with another User's transaction, was fraudulous, was intended to artificially increase or decrease the value of a Good or was otherwise intended to manipulate the bidding process or the bid price of any item listed;

PWGSC is of the opinion that you breached the Terms and Conditions of Use and/or the Terms and Conditions of Sale.

GCSurplus is of the opinion that you are not a “legitimate” business person or organization.

Where you have received notice of debarment from participation on GC Surplus, you can only be reinstated upon demonstration to the satisfaction of Canada, including the provision of a certification that you will respect and comply with all the Terms and Conditions of Use.

PWGSC/GCSurplus may amend these Terms and Conditions of Use and/or Sale at any time, without notice to registered Users of GCSurplus. Continued use of the service constitutes acceptance of the Terms and Conditions of Sale as amended.

Bidder Code of Conduct

Bidders must respond to Bid solicitations in an honest, fair and comprehensive manner, accurately reflect their capacity to satisfy the requirements stipulated in the Bid solicitation and resulting Sales Contract, submit Bids and enter into Sales Contracts only if they will fulfill all obligations of the Sales Contract. To ensure fairness, openness and transparency in the Bidding process, the following activities are prohibited:

payment of a contingency fee by any party to a Sales Contract to a person to whom the Lobbying Act (R,C,S,m 1985, c.44 (4th Supp.)) applies;

corruption, collusion, Bid-rigging or any other anti-competitive activity in the Bidding process for Sales Contracts for the provision of Assets or services.

By submitting a Bid, the Bidder certifies that neither the Bidder nor any of the Bidder’s Affiliates has ever been convicted of a criminal offence in respect of the activities stated in (a) or (b) above or is the subject of outstanding criminal charges in respect of such activities filed subsequent to September 1, 2010.

Bidders further understand that the commission of certain offences will render them ineligible to be awarded a Sales Contract. By submitting a Bid, the Bidder certifies that neither the Bidder nor any of the Bidder’s Affiliates has ever been convicted or is the subject of outstanding criminal charges in respect of an offence under any of the following provisions:

For the purpose of this section, business concerns, organizations or individuals are Bidder's Affiliates if, directly or indirectly, 1) either one controls or has the power to control the other, or 2) a third party has the power to control both. Indicia of control, include, but are not limited to, interlocking management or ownership, identity of interests among family members, shared facilities and equipment, common use of employees, or a business entity created following the charges or convictions contemplated in this section which has the same or similar management, ownership, or principal employees as the Bidder that is charged or convicted, as the case may be.

Except in the limited circumstances listed in 2.2.6 below, the CAD Sale Representative will declare non-responsive any Bid in respect of which the information contained in the certifications contemplated above is determined to be untrue in any respect by the CAD Sale Representative.

Article 2.2.5 has no application in the circumstances where a Bidder has pled guilty of an offence contemplated in article 2.2.1 (b) and the Bidder has provided with its Bid an assurance from the Competition Bureau of Canada indicating that the Bidder has been granted leniency, or in the circumstances where the Bidder provides documentation from the National Parole Board that the Bidder has obtained a criminal pardon in relation to such offence.

The Bidder acknowledges and agrees that the certifications contemplated must remain valid during the period of any resulting Sales Contract arising from this Bid solicitation.

Miscellaneous

Any oral statement or representation by any representative of Canada, changing or supplementing the offer or contract or any condition thereof, is unauthorized and shall confer no right upon the bidder or purchaser. Further, no interpretation of any provision of the contract, including applicable performance requirements, shall be binding on Canada unless furnished or agreed to, in writing by GCSurplus/PWGSC or its designated representative.

Rights of Canada

Canada reserves the right to:

reject any or all Bids received in response to the Bid solicitation;

enter into negotiations with Purchasers on any or all aspects of their Bids;

accept any Bid in whole or in part without negotiations;

cancel the Bid solicitation at any time;

reissue the Bid solicitation;

Rejection of bid and/or cancellation of registration

Canada may reject a bid or cancel your registration where any of the following circumstances is present with respect to current or prior transactions with the Government of Canada:

the Bidder is bankrupt or where, for whatever reason, its activities are rendered inoperable for an extended period;

evidence, satisfactory to Canada, of fraud, bribery, fraudulent misrepresentation or failure to comply with any law protecting individuals against any manner of discrimination;

Canada has exercised its contractual remedies of suspension or termination for default with respect to a contract with the bidder, any of its employees or any subcontractor included as part of the bid;

Canada determines that the Bidder’s performance on other contracts, including the efficiency and workmanship as well as the extent to which the Bidder performed the Work in accordance with contractual clauses and conditions, is sufficiently poor to jeopardize the successful completion of the requirement being bid on.

The Bidder has any outstanding unsettled accounts with Canada or is in default of any payment obligation.

GOODS FOR SALE

GCSurplus has Goods (Assets) listed on its web site for sale subject to the terms and conditions herein contained:

GCSurplus may withdraw all or part of the Goods from the listing on its web site at any time before the receipt of payment in full.

Controlled Goods

The purchase of goods originating from GCSurplus should not include items that are Controlled Goods as these items are prohibited from sale and/or distribution to individuals or companies that are not registered under Canada's Controlled Goods Program (CGP).

If, by error or inadvertence, Controlled Goods are included in the sale items, the purchaser must immediately return the item(s) to Crown Assets Distribution. Canada will refund the purchase price plus shipping costs. The Purchaser can not re-sell, transfer ownership or discard of the item(s) without prior written authorization from Canada.

The purchaser's failure to comply with this clause will lead to an immediate cancellation of his or her GCSurplus account and appropriate legal procedures may be commenced without any further notice.

The PURCHASER acknowledges that a failure to adhere to these restrictions may result in criminal prosecution, fines and imprisonment under the Defence Production Act (DPA) and the Controlled Goods Regulations (CGR).

DISCLAIMER, WARRANTY AND INSPECTION

General

Item Descriptions

The description of the Goods is based on the best information available to GCSurplus/PWGSC;

Goods sold “as-is/where-is”

All Goods are sold on an "as-is/where-is" basis. Canada /PWGSC/ GCSurplus makes no warranty, expressed or implied, legal, contractual or verbal, as to the quantity, kind, character, quality, weight, size, condition or fitness for any use or purpose with respect to the Goods listed on GCSurplus. Goods are purchased at the Purchaser's own risk;

Any mention of a sale item’s condition in the sales listing represents the best assessment of the sales representative at the time of listing and is offered for guidance only and is not an enforceable condition of sale.

Minimum Bids

For greater certainty, the Purchaser acknowledges that the minimum bid established by GCSurplus/PWGSC for the Goods, if any, shall not be interpreted as an estimation of the value of the Goods nor as a warranty or a representation that the value of the Goods is equal or greater than that amount;

Appraisals

GCSurplus may seek independent appraisals to assist in establishing fair minimum bids. These appraisals, although made by professionals, are retained by GCSurplus and may not reflect the actual value of the Good or Goods. Interested Users should seek their own independent appraisals.

Inspection of Goods

Inspection prior to submitting an offer is the responsibility of the User and may be arranged by appointment only during regular office hours with the custodian of the Goods at the location(s) indicated on the sale listing;

Offers to Purchase

When making an Offer to Purchase, the User acknowledges that they have been provided with full opportunity to inspect the Goods and is fully satisfied with respect to the condition of the Goods.

Offer to Purchase

Bids cannot be cancelled. Once an Offer To Purchase is made, a User may not withdraw it. However, a User may modify their Offer To Purchase at any time before the closing date indicated on the listing. After the closing date, the Offer To Purchase cannot be changed and is irrevocable;

GCSurplus reserves the right to reject any or all Offers To Purchase, if it believes the Offer To Purchase does not meet one or more of the Terms and Conditions of Sale.

Time of Essence (Payment and Removal)

Time is of essence to this Solicitation. It is essential that payment be made and goods removed within the time frame stipulated in this Agreement. Non-compliance of payment or removal will lead to the cancellation of the sale, awarding to the next highest bidder or re-listing of the sale, and the non-compliant buyer may be responsible for liquidated damages.

Evaluation Criteria / Acceptance of Offer / Issuing Of Invoice

After the closing date for the submission of Offers To Purchase Goods on GCSurplus, GCSurplus may accept the Offer to Purchase that provides the “best value” to Canada:

where Best Value is defined by GCSurplus as:

best price; and

acceptance of all applicable terms and conditions by bidder; and

Any other rated or mandatory criteria that may be specifically applicable

Acceptance of the successful Offer To Purchase will be communicated by e-mail notification to the winning Bidder following the close of the sale (the “Acceptance of Offer”). The Acceptance of Offer will include a link to the Invoice for the Goods as well as instructions to the Purchaser for payment of the Goods;

All sales are final. No purchased Goods may be returned and no requests for reimbursement in whole or in part will be accepted.

Payment

Payment for the Goods must be made within five (5) calendar days following notification that your bid has been accepted or within such other period of time as may be specified by the parties. Payment must be made in full and in accordance with the instructions provided in the Invoice and Acceptance of Offer;

Payment can be made on-line, with Interac Debit, Visa Debit, Visa, Mastercard or American Express credit cards. In some locations, payment may also be accepted in person with a valid debit card, credit card, cash or certified cheque and a valid piece of government-issued photo identification. With prior approval from GCSurplus, the Bidder can send a certified payment by post. Payment is made payable to the Receiver General of Canada. GCSurplus does not accept either credit card payments over the phone nor pre-paid credit card;

Risk of loss passes to the Purchaser upon receipt of payment in full or in part. Transfer of ownership of the Goods will only occur upon receipt, by GCSurplus, of payment in full, and removal of goods within stipulated time.

Bill of Sale

The Bill of Sale will be available to the Purchaser following the receipt, by GCSurplus, of payment in full;

The Bill of Sale may include timelines for the Removal of the Goods. The Purchaser agrees to adhere to the timelines and instructions contained in the Bill of Sale.

Removal

Failure of Purchaser to remove all the purchased Goods at the specified time in accordance with all applicable terms and conditions will be deemed to be a breach of contractual condition; in which event GCSurplus may at its sole discretion terminate the contract of sale and retain payment.

Removal of the Goods will be allowed only after the receipt, by GCSurplus, of payment in full;

Removal of the Goods must be done at the location and within five (5) calendar days, following payment or within such other period of time as may be specified in the Bill of Sale. The Purchaser must contact PWGSC/GCSurplus or their Custodian representative, indicated in the Sale, to schedule the removal of the Goods within the period of time indicated.

Packing, loading and removal of the Goods are the sole responsibility of the Purchaser and at the Purchaser’s own expense;

The Purchaser must present an Authority to Release document, the Bill of Sale and a valid piece of government-issued photo identification to the PWGSC/GCSurplus/Custodian representative at the time of the removal of the Goods;

Notice of cancellation of a scheduled removal must be given to the PWGSC/GCSurplus/Custodian representative at least 24 hours in advance. Failure by the Purchaser to provide a notice of cancellation may result in a financial charge for administrative fees or cancellation of the Purchaser's account;

In a situation where the removal of the Goods is not possible due to PWGSC/GCSurplus or custodian department representative actions or negligence, PWGSC/GCSurplus/Custodian representative's liability shall be limited to a refund of the full purchase price of the Goods;

Any damage to the Goods sold, as well as any damage to the property of the Crown by the Purchaser, during the removal of the Goods, shall be the sole responsibility of the Purchaser.

The Purchaser must have the proper material handling and safety equipment and transportation to pick up their items. If, in the opinion of PWGSC or the custodian, the equipment or methods used to remove the items are deemed unsafe, the custodian may refuse the pickup and withdraw any assistance.

Amendments to the Terms and Conditions of Sale

PWGSC/GCSurplus and the Purchaser may agree to amend these Terms and Conditions of Sale at any time between the announcement of the winning bid, and final removal of Goods and such agreement shall be valid, provided it is in writing and signed by both PWGSC/GCSurplus and the Purchaser.

Disclaimer and Limitation of Liability

Neither the goods sold through the GCSurplus web site, nor the information therein contained are warranted. Buyers are strongly advised to independently verify the information pertaining to the goods as the well as the goods themselves before placing an offer for any sales transaction.

Return to the United States

Under United States law, if the Goods are of United States origin, excess United States Government Goods sold abroad may not be imported into the United States except upon determination of the Secretary of Agriculture, in the case of the agricultural commodities, foods or cotton or woolen goods, or the Secretary of Commerce, in the case of other property, that such importation would relieve domestic shortages or otherwise be beneficial to the economy of the United States.

GENERAL TERMS AND CONDITIONS OF AGREEMENT

Status of the Purchaser

The Purchaser is as an independent buyer of Canada’s surplus assets.

Conduct of the Work

The Purchaser represents and warrants that:

it is competent to perform the Work;

it has everything necessary to perform the Work, including the resources, facilities, labour, technology, equipment, and materials; and

it has the necessary qualifications, including knowledge, skill, know-how and experience, and the ability to use them effectively to perform the Work.

The Purchaser must:

perform the Work diligently and efficiently;

except for Government Property, supply everything necessary to perform the Work;

use, as a minimum, quality assurance procedures, inspections and controls generally used and recognized by the industry to ensure the degree of quality required by the Contract;

select and employ a sufficient number of qualified people;

perform the Work in accordance with standards of quality acceptable to Canada and in full conformity with the Specifications and all the requirements of the Contract;

provide effective and efficient supervision to ensure that the quality of workmanship meets the requirements of the Contract.

The Work must not be performed by any person who, in the opinion of Canada, is incompetent, unsuitable or has been conducting himself/herself improperly.

All services rendered under the Contract must, at the time of acceptance, be free from defects in workmanship and conform to the requirements of the Contract. If the Purchaser is required to correct or replace the Work or any part of the Work, it will be at no cost to Canada.

Canada’s equipment and personnel are not available to the Purchaser to perform the Work unless the Contract specifically provides for it. The Purchaser must comply and ensure that its employees and sub-Purchasers comply with all security measures, standing orders, policies or other rules in force at the site where the Work is performed.

Unless the CAD Sales Representative orders the Purchaser to suspend the Work or part of the Work by way of written notice, the Purchaser must not stop or suspend the Work or part of the Work pending the settlement of any dispute between the Parties about the Contract.

The Purchaser must provide all reports that are required by the Contract and any other information that Canada may reasonably require from time to time.

The Purchaser is fully responsible for performing the Work. Canada will not be responsible for any negative consequences or extra costs even if the Purchaser follows any advice given by Canada that is not in accordance with the contract.

Subcontracts

Except as provided in subsection 2, the Purchaser must obtain the CAD Sales Representative written consent before subcontracting or permitting the subcontracting of any part of the Work. A subcontract includes a contract entered into by any subcontractor at any tier to perform any part of the Work.

The Purchaser is not required to obtain consent for subcontracts specifically authorized in the Contract. The Purchaser may also without the consent of the CAD Sales Representative:

subcontract any portion of the Work as is customary in the carrying out of similar contracts; and;

permit its subcontractors at any tier to make purchases or subcontract as permitted in paragraphs (i).

In any subcontract, the Purchaser must, unless the CAD Sales Representative agrees in writing, ensure that the subcontractor is bound by conditions compatible with and, in the opinion of the CAD Sales Representative, not less favourable to Canada than the conditions of the Contract.

Even if Canada consents to a subcontract, the Purchaser is responsible for performing the Contract and Canada is not responsible to any subcontractor. The Purchaser is responsible for any matters or things done or provided by any subcontractor under the Contract and for paying any subcontractors for any part of the Work they perform.

Payment

Time is of essence to this Agreement, It is essential that payment be made and Goods removed within the time frame stipulated in this Agreement.

Removal

Failure of Purchaser to remove all the purchased Goods at the specified time in accordance with all applicable terms and conditions will be deemed to be a breach of contractual condition; in which event GCSurplus may at its sole discretion terminate the contract of sale and retain payment.

Additionally, the Purchaser may be subject to paying damages to GCSurplus for the breach of contractual condition in accordance with the following formula:

In the event that the purchased goods are finally sold at a lesser price than the winning bid, then the liquidate damages are calculated as the difference between the winning bid and the final selling price of the purchased Goods.

In the event the purchased goods remain unsold and finally have to be disposed of by GCSurplus, then the liquidate damages are calculated as the cost of disposal of purchased Goods.

Liability and Limitation of Liability

The Purchaser is liable for any damage caused by its employees, subcontractors, or agents to Canada or any third party. Canada is liable for any damage caused by Canada, its employees or agents to the Contractor or any third party. The Parties agree that no limitation of liability or indemnity provision applies to the Sales Contract unless it is specifically incorporated in full text in the Articles of Agreement. Damage includes any injury to persons (including injury resulting in death) or loss of or damage to property (including real property) caused as a result of or during the performance of the Contract.

No action or claim may be brought by any person against Canada, GCSurplus, PWGSC or their designated Custodian Representative for any loss or damage of any kind whatsoever arising from the use of GCSurplus or from the possession, ownership, removal, transportation or use of any Goods purchased through GCSurplus.

Indemnity

Canada, the Ministers of Public Works and Government Services, and their servants, agents and any of their respective sub-contractors or suppliers, shall not in any way be liable or responsible for any and all losses, costs, damages, expenses, and liabilities suffered or incurred by the Purchaser which are in any way connected with the performance or non-performance of the Purchase Agreement.

The Purchaser shall indemnify and save harmless Canada, the Ministers of Public Works and Government Services Canada, custodian departments and their servants, agents and any of their respective sub-contractors or suppliers, from and against any damages, costs or expenses or any claim, action, suit or other proceeding which they or any of them may at any time incur or suffer as a result of or arising out of:

any injury to persons (including injuries resulting in death) or loss of or damage to property of others which may be or be alleged to be caused by or suffered as a result of the performance of the Purchase Agreement or any part thereof, and/or

any liens, attachments, charges or other encumbrances or claims upon or in respect of any materials, parts, work-in-process or finished work furnished to, or in respect of which any payment has been made by Canada, and/or

or occasioned in any way by the use or operation by the Purchaser of the Assets and associated assets subsequent to their removal by the Purchaser .

This Article, as well as any other provision of the agreement, will survive the completion, expiry or cancellation of the agreement.

No Assignment

The sale of the Goods is not assignable by the Purchaser to another party. Canada reserves the right to cancel the sale and limit Her liability to a refund of the purchase price if the Good is purchased on behalf of an undisclosed principal.

Environmental Protection

The Purchaser certifies that their method of removal, processing, disposal or export of the Goods from Canada, as well as the equipment used therefore, will be in conformity at all times with Canadian laws and regulations as well as any environmental laws, regulations or by-laws enacted by municipal, regional, provincial or federal authorities. The Purchaser undertakes moreover to comply with all such laws, regulations and by-laws.

In the case of hazardous electronics destined for re-use, disposal or recycling, the Purchaser certifies that it meets the conditions of "export" under the Export and Import of Hazardous Waste and Hazardous Recyclable Material Regulations made pursuant to the Canadian Environmental Protection Act, 1999.

The Purchaser certifies that electronics purchased from PWGSC/GCSurplus will not be exported to China or Africa for the purpose of recycling or disposal.

Agreement

The following documents constitute the entire Agreement between the Purchaser and PWGSC/GCSurplus. If there is a discrepancy between the wording of any documents that appear on the list, the wording of the document that first appears on the list has priority over the wording of any document that subsequently appears on the list as follows:

The Terms and Conditions of Use

The Terms and Conditions of Sale

The Bill of Sale

The Acceptance of Offer and the Invoice

The Authority to Release

International Sanctions

Persons in Canada, and Canadians outside of Canada, are bound by economic sanctions imposed by Canada. As a result, the Government of Canada cannot accept delivery of assets or services that originate, either directly or indirectly, from the countries or persons subject to economic sanctions.

The Contractor must not supply to the Government of Canada any assets or services which are subject to economic sanctions.

The Contractor must comply with changes to the regulations imposed during the period of the Contract. The Contractor must immediately advise Canada if it is unable to perform the Work as a result of the imposition of economic sanctions against a country or person or the addition of a asset or service to the list of sanctioned assets or services. If the Parties cannot agree on a work around plan, the Contract will be terminated for the convenience of Canada in accordance with section 19.

Application of Law

This sale is governed by and is to be construed in accordance with the laws and regulations of the province of Ontario (Canada) or as may be otherwise specified by the parties.

Access to Information

Subject to the Access to Information Act, R.S 1985, c. A-1 and the Privacy Act, R.S. 1985, c. P-21, all general and non-personal information pertaining to this sale is public information and may be disclosed to third parties upon request

WITHDRAWAL OF PROPERTY AFTER AWARD

GCSurplus reserves the right to withdraw for its use any or all of the property covered by this contract, if a requirement for the property develops or exists or if the purchased property is no longer available for sale, at anytime before the property purchased is picked up and removed by the Purchaser.

In the event of a withdrawal under this condition, GCSurplus shall be liable only for the refund of the contract price of the withdrawn property or such portion of the contract price as it may have received.

PROVINCIAL SALES AND/OR SERVICES TAX AND CURRENCY

Purchasers of Surplus federal Goods on GCSurplus are subject to payment of all applicable Provincial sales and/or service tax at the location of sale, i.e. FOB Shipping Point. (Within the definition of FOB shipping point, the title to the goods passes to the buyer at the shipping point.) Purchasers may obtain information from a Provincial tax office.

Unless otherwise specified in the Special Instructions to Bidders, all bids and payments must be in Canadian currency.

General terms and conditions B

(Dated 26-September-2016)

INTERPRETATION

In the Contract, unless the context otherwise requires:

"Articles of Agreement" means the clauses and conditions set out in full text or incorporated by reference to form the body of the Contract; it does not include these general terms and conditions, any supplemental general conditions, annexes, the Purchaser Bid or any other document.

"Asset" or "Asset(s)" means the surplus Crown-owned Asset(s) that are deemed surplus to the requirements of the Government of Canada, and those Asset(s) owned by other governments, bodies or persons in Canada or elsewhere, deemed to be surplus to their needs, for which they have contracted with GCSurplus to dispose of such Asset(s) on their behalf;

"Bid" means any Bid submitted by a User on GCSurplus.ca;

"Bidder" means the party or parties that have legal capacity to enter into a Contract, who has placed a Bid on a surplus Asset on GCSurplus.ca;

"Canada", "Crown", means Her Majesty the Queen in right of Canada as represented by the Minister of Public Works and Government Services and any other person duly authorized to act on behalf of that minister or, if applicable, an appropriate minister to whom the Minister of Public Works and Government Services has delegated his or her powers, duties or functions and any other person duly authorized to act on behalf of that minister;

"Custodian" the Custodian is the representative of the department or agency for whom the sale of asset(s) will be carried out in accordance with the Contract.

"GCSurplus" means the organization within the Department of Public Works and Government Services in charge of selling surplus Asset(s), and that operates the GCSurplus.ca online auction Web site.

"GCSurplus Sales Representative" means the person designated by that title in the Contract, or by notice to the Purchaser, to act as GCSurplus's representative to manage the Contract;

GCSurplus.ca means the GCSurplus online auction Web site.

"Party" means GCSurplus, the Purchaser, or any other signatory to the Contract and "Parties" means all of them;

"Purchaser" means the party or parties that have legal capacity to enter into a Contract to purchase Asset(s) and provide services to GCSurplus, who have submitted the highest compliant Bid with respect to the Asset(s), and who agrees to make payment in full for the Asset(s) purchased and to remove the Asset(s) when directed to do so by GCSurplus or the Custodian;

"PWGSC" means the Department of Public Works and Government Services Canada, as established under the Department of Public Works and Government Services Act, (S.C., 1996, c.16);

"Contract" means the Articles of Agreement, these general conditions and any other document specified or referred to as forming part of the Contract, all as amended by agreement of the Parties from time to time;

"Contract Price" means the amount stated in the Contract to be payable to GCSurplus for the surplus Asset(s) or services provided, exclusive of any applicable taxes;

"Total Estimated Price" means the estimated amount stated in the Contract to be payable to GCSurplus for the surplus Asset(s), inclusive of any applicable taxes;

"Work" means all activities, services, Asset(s), equipment, matters and things required to be done, delivered or performed by the Purchaser under the Contract pursuant to the sale of surplus Asset.

TERMS AND CONDITIONS OF USE OF GCSURPLUS.CA WEB SITE

GCSurplus.ca is the on-line secured bidding service operated by PWGSC;

GCSurplus.ca provides a method whereby Users may submit a Bid online;

Listings of Asset(s) on GCSurplus.ca are public;

In order to submit a Bid, you must first be registered as a User;

You agree that you will provide true and accurate information about yourself, at the registration stage such as your name, your address, phone number(s), e-mail address and password. Your personal information is protected under the Privacy Act (R.S.C., 1985, c. P-21).. Please review the Privacy Notice Statement found on GCSurplus Website 'Important Notices';

As a User of GCSurplus.ca you agree that you are bound by the Terms and Conditions of Use of GCSurplus.ca website; as well as the General Terms and Conditions B should you make a bid for any Asset(s);

At the registration stage, when you click "I agree", you acknowledge that you have read, understood and accepted the General Terms and Conditions B;

Upon registration you will receive an e-mail notification containing an activation link to confirm your registration and grant you access to GCSurplus.ca website bidding interface. The activation must be completed to finish the registration process;

PWGSC may discontinue GCSurplus.ca without giving you notice;

Although GCSurplus makes every effort to ensure accuracy, it does not warrant the accuracy or the completeness of the information provided on the GCSurplus.ca website or that GCSurplus.ca will function without error, failure or interruption;

You will not bring or institute any action, claim or legal proceeding whatsoever, against the Government of Canada for any loss or damage of any kind arising from the use of GCSurplus.ca;

You may cancel your registration by selecting the Cancel Registration option under "My Registration". Users and Purchasers continue to be responsible for all Bids to Purchase or contracts entered, and cannot cancel their accounts until they fulfill their contractual obligations;

A Bidder shall only be entitled to register one account. Multiple registrations of user accounts by one Bidder is considered an abusive use of the system and will result in the immediate cancellation of all registrations except for the original registration;

GCSurplus may cancel your registration without notice if any of the following situations occur:

GCSurplus is of the opinion that you have, knowingly or unknowingly, provided false information in the registration process;

GCSurplus is of the opinion that your behavior on GCSurplus.ca interfered with another User's transaction, was fraudulous, was intended to artificially increase or decrease the value of an Asset or was otherwise intended to manipulate the bidding process or the bid price of any item listed;

GCSurplus is of the opinion that you breached the Terms and Conditions of Use and/or the General Terms and Conditions B;

GCSurplus.ca is of the opinion that you are not a "legitimate" business person or organization;

Where you have received notice of debarment from participation on GC Surplus.gc.ca, you can only be reinstated upon demonstration to the satisfaction of GCSurplus, including the provision of a certification that you will respect and comply with all the Terms and Conditions of Use;

GCSurplus may amend the Terms and Conditions of Use of the GCSurplus.ca website at any time, without notice to registered Users of GCSurplus.ca. Continued use of the service constitutes acceptance of the Terms and Conditions of Use of GCSurplus.ca website as amended.

Bidders must respond to Bid solicitations in an honest, fair and comprehensive manner, accurately reflect their capacity to satisfy the requirements stipulated in the Bid solicitation and resulting Contract, submit Bids and enter into Contracts only if they will fulfill all Contractual obligations. To ensure fairness, openness and transparency in the Bidding process, the following activities are prohibited:

payment of a contingency fee by any party to a Contract to a person to whom the Lobbying Act (R,C,S,m 1985, c.44 (4th Supp.)) applies;

corruption, collusion, Bid-rigging or any other anti-competitive activity in the Bidding process.

By submitting a Bid, the Bidder certifies that neither the Bidder nor any of the Bidder's Affiliates has ever been convicted of a criminal offence in respect of the activities stated in 3.2.a.i. or 3.2.a.ii. above, or is the subject of outstanding criminal charges in respect of such activities filed subsequent to September 1, 2010.

Bidders further understand that the commission of certain offences will render them ineligible to be awarded a Contract. By submitting a Bid, the Bidder certifies that neither the Bidder nor any of the Bidder's Affiliates has ever been convicted or is the subject of outstanding criminal charges in respect of an offence under any of the following provisions:

For the purpose of this section, business concerns, organizations or individuals are Bidder's Affiliates if, directly or indirectly, 1) either one controls or has the power to control the other, or 2) a third party has the power to control both. Indicia of control, include, but are not limited to, interlocking management or ownership, identity of interests among family members, shared facilities and equipment, common use of employees, or a business entity created following the charges or convictions contemplated in this section which has the same or similar management, ownership, or principal employees as the Bidder that is charged or convicted, as the case may be.

Except in the limited circumstances set out in section 3.2.f. below, the GCSurplus Sale Representative will declare non-responsive any Bid in respect of which the information contained in the certifications contemplated above is determined to be untrue in any respect by the GCSurplus Sale Representative.

Section 3.2.e. above has no application in the circumstances where a Bidder has pled guilty of an offence contemplated in section 3.2.a.ii. above and the Bidder has provided with its Bid an assurance from the Competition Bureau of Canada indicating that the Bidder has been granted leniency, or in the circumstances where the Bidder provides documentation from the National Parole Board that the Bidder has obtained a criminal pardon in relation to such offence.

The Bidder acknowledges and agrees that the certifications contemplated must remain valid during the period of any resulting Contract arising from this Bid solicitation.

SUBMISSION OF BIDS

It is the Bidder's responsibility to:

obtain clarification for the Asset(s) or requirement contained in the Bid solicitation, if necessary, before submitting a Bid;

prepare its Bid in accordance with the instructions contained in the Sale listing;

submit a complete Bid by the closing date and time;

Bids cannot be cancelled. Once a Bid is made, a Bidder may not withdraw it. However, a Bidder may modify their Bid at any time before the closing date indicated on the sales listing. After the closing date, the Bid cannot be changed and is irrevocable.

Bids will remain open for acceptance for a period of not less than sixty (60) calendar days from the closing date of the Bid solicitation, unless specified otherwise in the Bid solicitation. GCSurplus reserves the right to seek an extension of the Bid validity period from all responsive Bidders in writing, within a minimum of three (3) days before the end of the Bid validity period. If the extension is accepted by all responsive Bidders, GCSurplus will continue with the evaluation of the Bids. If the extension is not accepted by all responsive Bidders, GCSurplus will, at its sole discretion, either continue with the evaluation of the Bids of those who have accepted the extension or cancel the solicitation.

Bid documents and supporting information may be submitted in either English or French.

Bids received on or before the stipulated Bid solicitation closing date and time will become the property of GCSurplus. All Bids will be treated as confidential, subject to the provisions of the Access to Information Act(R.S.C., 1985, c. A-1) and the Privacy Act(R.S.C., 1985, c. P-21).

Unless specified otherwise in the Bid solicitation, GCSurplus will evaluate only the documentation provided with a Bidder's Bid.

Acceptance of the successful Bid and instructions to the Purchaser for remittance of the security deposit will be communicated by e-mail notification to the Purchaser following the closing date of the bid solicitation.

All sales are final. No purchased Asset(s) may be returned and no requests for reimbursement in whole or in part will be accepted.

LEGAL CAPACITY

The Bidder must have the legal capacity to contract. If the Bidder is a sole proprietorship, a partnership or a corporate body, the Bidder must provide, if requested by the GCSurplus Sales Representative, a statement and any requested supporting documentation indicating the laws under which it is registered or incorporated together with the registered or corporate name and place of business. This also applies to Bidders submitting a Bid as a joint venture.

COMMUNICATIONS - SOLICITATION PERIOD

To ensure the integrity of the competitive Bid process, enquiries and other communications regarding the Bid solicitation are to be directed to the GCSurplus Sales Representative identified in the Bid solicitation.

RIGHTS OF GCSURPLUS

GCSurplus reserves the right to:

reject any or all Bids received in response to the Bid solicitation;

enter into negotiations with Bidders on any or all aspects of their Bids;

accept any Bid in whole or in part without negotiations;

cancel the Bid solicitation at any time;

reissue the Bid solicitation;

Rejection of bid and/or cancellation of registration

GCSurplus may reject a bid or cancel your registration where any of the following circumstances is present with respect to current or prior transactions with the Government of Canada:

the Bidder is bankrupt or where, for whatever reason, its activities are rendered inoperable for an extended period;

evidence, satisfactory to GCSurplus, of fraud, bribery, fraudulent misrepresentation or failure to comply with any law protecting individuals against any manner of discrimination;

GCSurplus has exercised its contractual remedies of suspension or termination for default with respect to a contract with the bidder, any of its employees or any subcontractor included as part of the bid;

GCSurplus determines that the Bidder's performance on other contracts, including the efficiency and workmanship as well as the extent to which the Bidder performed the Work in accordance with contractual clauses and conditions, is sufficiently poor to jeopardize the successful completion of the requirement being bid on;

The Bidder has any outstanding unsettled accounts with GCSurplus or is in default of any payment obligation.

GCSurplus reserves the right to reject any or all Bids, if it believes the Bid does not meet one or more of the General Terms and Conditions B.

where GCSurplus intends to reject a Bid or cancel a registration pursuant to a provision of section 3.6.a. above, the Bidder will be informed accordingly and be provided four (4) working days within which to make representations, before GCSurplus makes a final decision on the Bid rejection.

ASSET(S) FOR SALE

GCSurplus.ca has Asset(s) listed on its web site for sale subject to the terms and conditions B.

GCSurplus.ca may withdraw all or part of the Asset(s) from the listing on its web site at any time before the receipt of payment in full.

DISCLAIMER, WARRANTY AND INSPECTION

Item Descriptions

The description of the Asset(s) is based on the best information available to GCSurplus. GCSurplus does not warrant the accuracy or the completeness of the information provided on the GCSurplus.ca website, or that GCSurplus.ca will function without error, failure or interruption;

Asset(s) sold "as-is/where-is"

All Asset(s) are sold on an "as-is/where-is" basis. Canada /PWGSC/GCSurplus makes no warranty, expressed or implied, legal, contractual or verbal, as to the quantity, kind, character, quality, weight, size, condition or fitness for any use or purpose with respect to the Asset(s) listed on GCSurplus.ca. Asset(s) are purchased at the your own risk;

Any mention of a sale item's condition in the sales listing represents the best assessment of the GCSurplus sales representative at the time of listing and is offered for guidance only and is not an enforceable condition of sale.

Minimum Bids

For greater certainty, the Bidder acknowledges that the minimum bid established by GCSurplus for the Asset(s) , if any, must not be interpreted as an estimation of the value of the Asset(s) nor as a warranty or a representation that the value of the Asset(s) is equal or greater than that amount;

Appraisals

GCSurplus may seek independent appraisals to assist in establishing fair minimum bids. These appraisals, although made by professionals, are retained by GCSurplus and may not reflect the actual value of the Assets. Interested Users should seek their own independent appraisals.

Inspection of Goods

Inspection prior to submitting a Bid is the responsibility of the User and may be arranged by appointment only during regular office hours with the custodian of the Asset(s)at the location(s) indicated on the sale listing;

Bids

When submitting a Bid, the User acknowledges that they have been provided with full opportunity to inspect the Asset(s) and is fully satisfied with respect to the condition of the Asset(s).

EVALUATION OF BIDS

Evaluation Criteria

Bids received will be assessed in accordance with the entire requirement of the Bid solicitation including the financial evaluation criteria specified below:

Financial Evaluation

The price of the Bid will be evaluated in Canadian dollars, the Goods and Services Tax , Provincial Sales Tax or the Harmonized Sales Tax excluded Canadian customs duties and excise taxes included.

BASIS OF SELECTION

A Bid must comply with the requirements of the Bid solicitation, the General terms and Conditions B and meet the financial evaluation criteria to be declared responsive. The responsive Bid with the highest evaluated price will be recommended for award of a Contract.

CONDUCT OF EVALUATION

In conducting its evaluation of the Bids, GCSurplus may, but will have no obligation to, do the following:

seek clarification or verification from Bidders regarding any or all information provided by them with respect to the Bid solicitation;

contact any or all references supplied by Bidders to verify and validate any information submitted by them;

request, before award of any Contract, specific information with respect to Bidders' legal status;

conduct a survey of Bidders' facilities and/or examine their technical, managerial, and financial capabilities to determine if they are adequate to meet the requirements of the Bid solicitation;

verify any information provided by Bidders through independent research, use of any government resources or by contacting third parties;

interview, at the sole costs of Bidders, any Bidder and/or any or all of the resources proposed by Bidders to fulfill the requirement of the Bid solicitation.

Bidders will have the number of days specified in the request by the GCSurplus Sales Representative to comply with any request related to any of the above items. Failure to comply with the request may result in the Bid being declared non-responsive.

LOADING AND REMOVAL OF THE ASSET(S)

Loading and removal of the Asset(s) are the sole responsibility of the Purchaser and at the Purchaser's own expense. The Purchaser must have the proper material handling and safety equipment and transportation to pick up their items. If, in the opinion of GCSurplus Sales Representative or the custodian, the equipment or methods used to remove the items are deemed unsafe, the custodian may refuse the pickup. The Purchaser must remedy the situation to the satisfaction of GCSurplus Sales Representative or the custodian and promptly reschedule a new pick-up date.

CONFLICT OF INTEREST - UNFAIR ADVANTAGE

In order to protect the integrity of the sale process, Bidders are advised that GCSurplus may reject a Bid in the following circumstances:

if the Bidder, any of its subcontractors, any of their respective employees or former employees was involved in any manner in the preparation of the Bid solicitation or in any situation of conflict of interest or appearance of conflict of interest;

if the Bidder, any of its subcontractors, any of their respective employees or former employees had access to information related to the Bid solicitation that was not available to other Bidders and that would, in GCSurplus's opinion, give or appear to give the Bidder an unfair advantage.

The experience acquired by a Bidder who is purchasing or has purchased the Asset(s) and is providing or has provided services described in the Bid solicitation (or similar Asset(s) or services) will not, in itself, be considered by GCSurplus as conferring an unfair advantage or creating a conflict of interest. This Bidder remains however subject to the criteria established above.

Where GCSurplus intends to reject a Bid under this section, the GCSurplus Sales Representative will inform the Bidder and provide the Bidder an opportunity to make representations before making a final decision. Bidders who are in doubt about a particular situation should contact the GCSurplus Sales Representative before Bid closing. By submitting a Bid, the Bidder represents that it does not consider itself to be in conflict of interest nor to have an unfair advantage. The Bidder acknowledges that it is within GCSurplus's sole discretion to determine whether a conflict of interest, unfair advantage or an appearance of conflict of interest or unfair advantage exists.

APPLICABLE LAWS

Unless specified otherwise in the contract, any resulting contract must be interpreted and governed, and the relations between the parties determined, by the laws in force in Ontario.

Bidders may, at their discretion, substitute the applicable laws of a Canadian province or territory of their choice without affecting the validity of their bid, by requesting the province or territory of their choice by email to the GCSurplus Representative prior to the closing date and time of the bid solicitation. If no change is made, it acknowledges that the applicable laws specified are acceptable to the bidders.

ENTIRE REQUIREMENT

The Bid solicitation documents contain all the requirements relating to the Bid solicitation. Any other information or documentation provided to or obtained by a Bidder from any source are not relevant. Bidders should not assume that practices used under previous Contracts will continue, unless they are described in the Bid solicitation. Bidders should also not assume that their existing capabilities meet the requirements of the Bid solicitation simply because they have met previous requirements.

TERMS AND CONDITIONS OF THE CONTRACT

STATUS OF THE PURCHASER

The Purchaser is as an independent buyer of GCSurplus's surplus Asset(s) and is only performing Work pursuant to the said purchase. Neither the Purchaser nor any of its personnel is engaged as an employee, servant or agent of GCSurplus. The Purchaser is responsible for all deductions and remittances required by law in relation to its employees.

CONDUCT OF THE WORK

The Purchaser represents and warrants that:

it is competent to perform the Work;

it has everything necessary to perform the Work, including the resources, facilities, labour, technology, equipment, and materials; and

it has the necessary qualifications, including knowledge, skill, know-how and experience, and the ability to use them effectively to perform the Work.

The Purchaser must:

perform the Work diligently and efficiently;

except for Government Property, supply everything necessary to perform the Work;

use, as a minimum, quality assurance procedures, inspections and controls generally used and recognized by the industry to ensure the degree of quality required by the Contract;

select and employ a sufficient number of qualified people;

perform the Work in accordance with standards of quality acceptable to GCSurplus and in full conformity with the Specifications and all the requirements of the Contract;

provide effective and efficient supervision to ensure that the quality of Workmanship meets the requirements of the Contract.

The Work must not be performed by any person who, in the opinion of GCSurplus, is incompetent, unsuitable or has been conducting himself/herself improperly.

All services rendered under the Contract must, at the time of acceptance, be free from defects in Workmanship and conform to the requirements of the Contract. If the Purchaser is required to correct or replace the Work or any part of the Work, it will be at no cost to GCSurplus.

GCSurplus's equipment and personnel are not available to the Purchaser to perform the Work unless the Contract specifically provides for it. The Purchaser must comply and ensure that its employees and subcontractors comply with all security measures, standing orders, policies or other rules in force at the site where the Work is performed.

Unless the GCSurplus Sales Representative orders the Purchaser to suspend the Work or part of the Work pursuant to Suspension of the Work clause found herein, the Purchaser must not stop or suspend the Work or part of the Work pending the settlement of any dispute between the Parties about the Contract.

The Purchaser must provide all reports that are required by the Contract and any other information that GCSurplus may reasonably require from time to time.

The Purchaser is fully responsible for performing the Work. GCSurplus will not be responsible for any negative consequences or extra costs even if the Purchaser follows any advice given by GCSurplus that is not in accordance with the Contract.

LOADING AND REMOVAL OF THE ASSET(S)

Loading and removal of the Asset(s) are the sole responsibility of the Purchaser and at the Purchaser's own expense.

WEIGHT SCALE TICKET

The surplus Asset(s) must be weighted at the point of loading or within twenty-four (24) hours of the pick-up point. The authorized scale must be certified compliant annually for accuracy in accordance with the Weights and Measures Act. The scale used must be the nearest authorized scale and must be selected by the Custodian or the GCSurplus Sales representative. The Purchaser must pay for the cost of the annual certification, weighing and/or the weight scale tickets.

The tare weight of each vehicle or combination vehicle that is used to transport the load or loads must be recorded on a weight scale ticket prior to loading the Asset(s). Each load must be supported by a weight ticket for that load which records the date and time of the weighing as well as the gross vehicle weight for the load. When available the unit number of the vehicle or other identifying information must be recorded on all weight scale tickets in order to link the specific load with the vehicle for which the tare weight has been recorded.

All weight scale tickets must be in accordance with the "Unit of Issue" as specified in the Contract.

The Purchaser must remit the original weight scale ticket to the GCSurplus Sale Representative and a copy to the Custodian within three (3) working days of the pick-up of the assets or latter if an extension beyond the (3) working days was granted in writing by the GCSurplus Sales Representative . The Custodian or his/her representative must accompany the Purchaser to validate the weight scale ticket issuance at the time of weighing. The Custodian will keep GCSurplus Sales Representative informed of removals as they occur.

PICK-UP PROCESS AND AUTHORIZATION

The Purchaser will pick-up surplus Asset(s) in accordance with the Contract. The pick-up will occur on an "as and when requested basis".

An obligation for pick-up of Surplus Asset(s) will come into force only when the Pick-up Authorization form (PSPC form 63) is completed, signed and submitted by the Custodian Project Authority and sent to the Purchaser. The signed Pick-up Authorization Form, inclusive of any amendment, will be sent by email or fax by the Custodian Project Authority or his/her Authorized Representative, to the Purchaser and the GCSurplus Sales Representative.

SUBCONTRACTS

The Purchaser must obtain from the GCSurplus Sales Representative written consent before subcontracting or permitting the subcontracting of any part of the Work. A subcontract includes a Contract entered into by any subcontractor at any tier to perform any part of the Work.

INSPECTION, ACCEPTANCE AND WARRANTY

The Purchaser must perform the Work efficiently in accordance with standards of quality acceptable to GCSurplus and in full conformity with all the requirements of the Contract.

All the Work is subject to inspection and acceptance by GCSurplus and must conform to the requirements of the Contract.

ITEM DESCRIPTION

The description of the Asset(s) is based on the best information available to GCSurplus. GCSurplus does not warrant the accuracy or the completeness of the information provided on the GCSurplus.ca website.

Asset(s) sold "as-is/where-is"

All Asset(s) are sold on an "as-is/where-is" basis. Canada /PWGSC/ GCSurplus makes no warranty, express or implied, legal, contractual or verbal, as to the quantity, kind, character, quality, weight, size, condition or fitness for any use or purpose with respect to the Asset(s) listed on GCSurplus. Asset(s) are purchased at the Purchaser's own risk;

The Purchaser is deemed to have fully inspected and accepted the Asset(s) as soon as he picks it up and move it from the premises belonging to GCSurplus.

The GST, PST or HST if applicable, is extra to the price(s) listed in the contract. The GST, PST or HST is payable by the Purchaser following the receipt of an invoice issued by the GCSurplus Sales Representative.

Changes to Taxes

If there is any change to any tax payable to any level of government in Canada after the Bid submission date that affects the costs of the Surplus Asset(s) to the Purchaser, the Contract Price will be adjusted during the Contract period to reflect the increase or decrease in the cost to the Purchaser.

INTEREST ON OVERDUE ACCOUNTS

For the purposes of this section:

"Average Rate" means the simple arithmetic mean of the Bank Rates in effect at 4:00 p.m. Eastern Time each day during the calendar month which immediately before the calendar month in which payment is made;

"Bank Rate" means the rate of interest established from time to time by the Bank of Canada as the minimum rate at which the Bank of Canada makes short term advances to members of the Canadian Payments Association;

"date of payment" means the date of the negotiable instrument drawn by the Receiver General for Canada to pay any amount under the Contract;

an amount becomes "overdue" when it is unpaid on the first day following the day on which it is due and payable according to the Contract.

The Purchaser will pay GCSurplus the simple interest at the Average Rate plus 3 percent per year on any amount that is overdue; from the date that amount becomes overdue until the day before the date of payment, inclusive.

The Purchaser will pay GCSurplus interest in accordance with this section only if the Purchaser is responsible for the delay in paying GCSurplus.

INFORMATION VERIFICATION

Any amounts paid, received or claimed under the Contract, is subject to Government audit, both before and after the payment is made. GCSurplus reserves the right to verify any information submitted by the Purchaser, including the weight scale ticket. The Purchaser must keep proper accounts and keep all documents relating to the purchase for a period of six (6) years following the end of the Contract.

COMPLIANCE WITH APPLICABLE LAWS

The Purchaser must comply with all laws applicable to the performance of the Contract. The Purchaser must provide evidence of compliance with such laws to GCSurplus at such times as GCSurplus may reasonably request.

The Purchaser must obtain and maintain at its own costs all permits, licenses, regulatory approvals and certificates required to perform the Work. If requested by the GCSurplus Sales Representative, the Purchaser must provide a copy of any required permit, license, regulatory approvals or certificate to GCSurplus.

TIME OF THE ESSENCE

It is essential that the Work be delivered within or at the time stated in the Contract. It is essential that payment be made and Asset(s) removed within the time frame stipulated in this Contract. Non-compliance of removal or payment within the timeframe stipulated in this Contract constitutes a default under the contract. The conditions of the Termination for Default clause found herein will apply.

EXCUSABLE DELAY

"Excusable delay" means a delay in the performance by the Purchaser of any obligation under the Contract that is caused by an event that :

is beyond the reasonable control of the Purchaser;

could not reasonably have been foreseen;

could not reasonably have been prevented by means reasonably available to the Purchaser, and

occurred without the fault or neglect of the Purchaser, will be considered an "Excusable Delay" if the Purchaser advises the GCSurplus Sales Representative of the occurrence of the delay or of the likelihood of the delay as soon as the Purchaser becomes aware of it. The Purchaser must also advise the GCSurplus Sales Representative, within fifteen (15) working days, of all the circumstances relating to the delay and provide to the GCSurplus Sales Representative for approval a clear work around plan explaining in detail the steps that the Purchaser proposes to take in order to minimize the impact of the event causing the delay.

Any removal date or other date that is directly affected by an Excusable Delay will be postponed for a reasonable time that will not exceed the duration of the Excusable Delay.

However, if an Excusable Delay has continued for thirty (30) calendar days or more, the GCSurplus Sales Representative may, by giving notice in writing to the Purchaser, terminate the Contract. In such a case, the Parties agree that neither will make any claim against the other for damages, costs, expected profits or any other loss arising out of the termination or the event that contributed to the Excusable Delay.

Unless GCSurplus has caused the delay by failing to meet an obligation under the Contract, GCSurplus will not be responsible for any costs incurred by the Purchaser or any of its subcontractors or agents as a result of an Excusable Delay.

OWNERSHIP

Unless provided otherwise in the Contract, the Asset(s) belong to GCSurplus until payment is made in full by the Purchaser. The Purchaser is responsible for any loss or damage to the Asset(s) and/or caused by the Asset(s) from the time the Purchaser removes the Asset(s) from GCSurplus's premises.

AMENDMENT AND ASSIGNMENT

The Contract must not be amended or assigned, in whole or in part, without the prior written agreement of the Parties.

To be effective, any amendment to the Contract must be done in writing by the GCSurplus Sales representative and must be signed by both Parties.

While the Purchaser may discuss any proposed modifications to the Work with other representatives of Canada, GCSurplus will not be responsible for the cost of any modification unless it has been incorporated into the Contract in accordance with clause 4.16.b. above.

SUSPENSION OF THE WORK

The GCSurplus Sales Representative may at any time, by written notice, order the Purchaser to suspend or stop the Work or purchase of the Asset under the Contract for a period of up to one hundred eighty (180) calendar days. The Purchaser must immediately comply with any such order in a way that minimizes the cost of doing so. While such an order is in effect, the Purchaser must not remove any part of the Work from any premises without first obtaining the written consent of the GCSurplus Sales Representative. Within these one hundred eighty (180) calendar days, the GCSurplus Sales Representative must either cancel the order or terminate the Contract, in whole or in part, under the Termination for Default clause found herein.

When an order is made under section 4.17.a. above unless the GCSurplus Sales Representative terminates the Contract by reason of default by the Purchaser or the Purchaser abandons the Contract, GCSurplus will be entitled to be paid its additional costs incurred as a result of the suspension.

When an order made under section 4.17.a. above is cancelled, the Purchaser must resume Work in accordance with the Contract as soon as practicable. If the suspension has affected the Purchaser's ability to meet any performance or delivery date under the Contract, the date for performing the part of the Work affected by the suspension will be extended for a period equal to the period of suspension plus a period, if any, that in the opinion of the GCSurplus Sales Representative, following consultation with the Purchaser, is necessary for the Purchaser to resume the Work. Any equitable adjustments will be made as necessary to any affected conditions of the Contract.

TERMINATION FOR DEFAULT

If the Purchaser is in default in carrying out any of its obligations under the Contract, or is bankrupt or insolvent or in receivership, the GCSurplus Sales Representative may, by giving written notice to the Purchaser, terminate for default the Contract or part of the Contract. Upon the giving of such notice, the Purchaser will remain liable to GCSurplus for all losses and damages suffered by GCSurplus because of the default, including loss of profit and/or retendering cost. In the event of a Termination for default GCSurplus will keep as a minimum the full amount of the security deposit as detailed in the Contract.

CONFLICT OF INTEREST, VALUES AND ETHICS, CODES FOR THE PUBLIC SERVICE

The Purchaser acknowledges that individuals who are subject to the provisions of the Conflict of Interest Act, (S.C. 2006, c. 9, s .2), the Conflict of Interest Code for Members of the House of Commons, the Values and Ethics Code for the Public Service or all other codes of values and ethics applicable within specific organizations cannot derive any direct benefit resulting from the Contract.

NO BRIBE OR CONFLICT

The Purchaser declares that no bribe, gift, benefit, or other inducement has been or will be paid, given, promised or offered directly or indirectly to any official, custodian employee(s) or GCSurplus employee(s), or to a member of the family of such a person, with a view to influencing the entry into the Contract or the administration of the Contract.

The Purchaser must not influence, seek to influence or otherwise take part in a decision of GCSurplus knowing that the decision might further its private interest. The Purchaser must have no financial interest in the business of a third party that causes or would appear to cause a conflict of interest in connection with the performance of its obligations under the Contract. If such a financial interest is acquired during the period of the Contract, the Purchaser must immediately declare it to the GCSurplus Sales Representative.

The Purchaser warrants that, to the best of its knowledge after making diligent inquiry, no conflict exists or is likely to arise in the performance of the Contract. In the event the Purchaser becomes aware of any matter that causes or is likely to cause a conflict in relation to the Purchaser's performance under the Contract, the Purchaser must immediately disclose such matter to the GCSurplus Sales Representative in writing.

If the GCSurplus Sales Representative is of the opinion that a conflict exists as a result of the Purchaser's disclosure or as a result of any other information brought to the GCSurplus Sales Representative's attention, the GCSurplus Sales Representative may require the Purchaser to take steps to resolve or otherwise deal with the conflict or, at its entire discretion, terminate the Contract for default. Conflict means any matter, circumstance, interest, or activity affecting the Purchaser, its personnel or subcontractors, which may or may appear to impair the ability of the Purchaser to perform the Work diligently and independently.

CONTINGENCY FEES

The Purchaser certifies that it has not, directly or indirectly, paid or agreed to pay and agrees that it will not, directly or indirectly, pay a contingency fee for the solicitation, negotiation or obtaining of the Contract to any person, other than an employee of the Purchaser acting in the normal course of the employee's duties. In this article, "contingency fee" means any payment or other compensation that depends or is calculated based on a degree of success in soliciting, negotiating or obtaining the Contract and "person" includes any individual who is required to file a return with the registrar pursuant to section 5 of the Lobbying Act, (R.S.C., 1985, c.44 (4th Supp.)).

CODE OF CONDUCT FOR PURCHASE OF SURPLUS ASSET(S)

The Purchaser certifies that it has read the Code of Conduct for Purchase of Surplus Asset(s) as detailed in Code of Conduct for Purchase of Surplus Asset(s) clause and agrees to be bound by its terms.

REPORTING

The Purchaser must compile and maintain records on its provision of requested pick-ups under approved Pick-up Authorizations issued under the Contract. The data must be submitted on a quarterly basis to the Custodian Project Authority.

Quarterly periods are defined as follows:

1st quarter: April 1 to June 30;2nd quarter: July 1 to September 30;3rd quarter: October 1 to December 31; and4th quarter: January 1 to March 31.

Electronic reports must be completed and forwarded to the GCSurplus Sales Representative no later than fifteen (15) calendar days after the end of the quarterly period. If no pick-up is provided during a given period, the Purchaser must provide a "NIL" report.

If the Purchaser does not comply with the above reporting requirements, GCSurplus has the right, pursuant to the default provision of the Contract, to terminate the Contract for default.

TERMS OF PAYMENT

Payments for the Asset(s) must be made in the form of a certified cheque made out to the Receiver General for Canada and submitted to the GCSurplus Sales Representative, or by Debit Card, Visa, MasterCard or Amex credit card payment at one of the GCSurplus Centers.

The payment must be made within twenty (20) calendar days from the date of the invoice. A payment is considered overdue on the twenty-first (21st) day following the date of the invoice and interest will be charged automatically.

If the content of the invoice are not in accordance with the Contract, The Purchaser will notify the GCSurplus Representative within five (5) calendar days of date of invoice. The twenty (20) calendar days payment period begins upon receipt of the revised invoice. Failure by the Purchaser to notify GCSurplus within five (5) calendar days will only result in the date specified in section 4.24.b. above, to apply for the sole purpose of calculating interest on overdue accounts.

PRIORITY OF DOCUMENTS

The following documents constitute the entire Agreement between the Purchaser and PWGSC. If there is a discrepancy between the wording of any documents that appear on the list, the wording of the document that first appears on the list has priority over the wording of any document that subsequently appears on the list as follows:

the Contract;

the Requirement;

the General Terms and Conditions B;

the bidder's bid

LIABILITY

The Purchaser is liable for any damage caused by the Purchaser, its employees, sub-Contractor(s), or agents to GCSurplus or any third party. GCSurplus is liable for any damage caused by GCSurplus, its employees or agents to the Purchaser or any third party. The Parties agree that no limitation of liability or indemnity provision applies to the Contract unless it is specifically incorporated in full text in the Articles of Agreement. Damage includes any injury to persons (including injury resulting in death) or loss of or damage to property (including real property) caused as a result of or during the performance of the Contract.

INDEMNITY

GCSurplus, the Ministers of Public Works and Government Services and the Custodian department, as well as their servants, agents and any of their respective sub-contractors or suppliers, must not in any way be liable or responsible for any and all losses, costs, damages, expenses, and liabilities suffered or incurred by the Purchaser which are in any way connected with the performance or non-performance of the Contract.

The Purchaser must indemnify and save harmless GCSurplus, the Ministers of Public Works and Government Services Canada and their servants, agents and any of their respective sub-contractors or suppliers, from and against any damages, costs or expenses or any claim, action, suit or other proceeding which they or any of them may at any time incur or suffer as a result of or arising out of:

any injury to persons (including injuries resulting in death) or loss of or damage to property of others which may be or be alleged to be caused by or suffered as a result of the performance of the Contract or any part thereof, and/or

or occasioned in any way by the use or operation by the Purchaser of the Asset(s) and associated Asset(s) subsequent to their removal by the Purchaser.

This Article, as well as any other provision of the agreement, will survive the Completion, expiry or cancellation of the Contract.

INSURANCE REQUIREMENTS

The Purchaser must comply with the insurance requirements specified herein. The Purchaser must maintain the required insurance coverage for the duration of the Contract. Compliance with the insurance requirements does not release the Purchaser from or reduce its liability under the Contract.

The Purchaser is responsible for deciding if additional insurance coverage is necessary to fulfill its obligation under the Contract and to ensure compliance with any applicable law. Any additional insurance coverage is at the Purchaser's expense, and for its own benefit and protection.

The Purchaser must provide a letter from an insurance broker or an insurance company licensed to operate in Canada to the GCSurplus Sales Representative within ten (10) calendar days after the date of award of the Contract stating that the Purchaser is insured in accordance with the Insurance Requirements specified in Commercial General Liability and Automobile Liability Insurance clauses found herein for the duration of the Contract period and that the Insurance Company will inform the GCSurplus Sales Representative of any cancellation to the policy.

COMMERCIAL GENERAL LIABILITY INSURANCE

The Purchaser must obtain Commercial General Liability Insurance, and maintain it in force throughout the duration of the Contract, in an amount usual for a Contract of this nature, but for not less than $2,000,000 per accident or occurrence and in the annual aggregate.

The Commercial General Liability policies must include the following:

Additional Named Insured: GCSurplus is added as an additional named insured, but only with respect to liability arising out of the performance of the Contract.

The interest of GCSurplus as additional insured should read as follows: GCSurplus and Public Works and Government Services Canada.

Bodily Injury and Property Damage to third parties arising out of the operations of the Purchaser.

Products and Completed Operations: Coverage for bodily injury or property damage arising out of goods or products manufactured, sold, handled, or distributed by the Purchaser and/or arising out of operations that have been completed by the Purchaser.

Personal Injury: While not limited to, the coverage must include Violation of Privacy, Libel and Slander, False Arrest, Detention or Imprisonment and Defamation of Character.

Cross Liability/Separation of Insureds: Without increasing the limit of liability, the policy must protect all insured parties to the full extent of coverage provided. Further, the policy must apply to each Insured in the same manner and to the same extent as if a separate policy had been issued to each.

Blanket Contractual Liability: The policy must, on a blanket basis or by specific reference to the Contract, extend to assumed liabilities with respect to contractual provisions.

Employees and, if applicable, Volunteers must be included as Additional Insured.

Employers' Liability (or confirmation that all employees are covered by Worker's compensation (Workplace Safety and Insurance Board (WSIB) or similar program).

Broad Form Property Damage including Completed Operations: Expands the Property Damage coverage to include certain losses that would otherwise be excluded by the standard care, custody or control exclusion found in a standard policy.

Notice of Cancellation: The Insurer will endeavour to provide the Sales Representative thirty (30) calendar days written notice of policy cancellation.

If the policy is written on a claims-made basis, coverage must be in place for a period of at least twelve (12) months after the completion or termination of the Contract.

Owners' or Purchasers' Protective Liability: Covers the damages that the Purchaser becomes legally obligated to pay arising out of the operations of a sub-contractor.

Non-Owned Automobile Liability - Coverage for suits against the Purchaser resulting from the use of hired or non-owned vehicles.

Sudden and Accidental Pollution Liability (minimum one hundred and twenty (120) hours): To protect the Purchaser for liabilities arising from damages caused by accidental pollution incidents.

Litigation Rights: Pursuant to subsection 5(d) of the Department of Justice Act, S.C. 1993, c. J-2, s.1, if a suit is instituted for or against GCSurplus which the Insurer would, but for this clause, have the right to pursue or defend on behalf of GCSurplus as an Additional Named Insured under the insurance policy, the Insurer must promptly contact the Attorney General of Canada to agree on the legal strategies by sending a letter, by registered mail or by courier, with an acknowledgement of receipt.

A copy of the letter must be sent to the GCSurplus Sales Representative. GCSurplus reserves the right to co-defend any action brought against GCSurplus. All expenses incurred by GCSurplus to co-defend such actions will be at GCSurplus's expense. If GCSurplus decides to co-defend any action brought against it, and GCSurplus does not agree to a proposed settlement agreed to by the Purchaser's insurer and the plaintiff(s) that would result in the settlement or dismissal of the action against GCSurplus, then GCSurplus will be responsible to the Purchaser's insurer for any difference between the proposed settlement amount and the amount finally awarded or paid to the plaintiffs (inclusive of costs and interest) on behalf of GCSurplus.

AUTOMOBILE LIABILITY INSURANCE (For vehicles used in the performance of the Work)

The Purchaser must obtain Automobile Liability Insurance, and maintain it in force throughout the duration of the Contract, in an amount usual for a Contract of this nature, but for not less than $2,000,000 per accident or occurrence.

The policy must include the following:

Third Party Liability - $2,000,000 Minimum Limit per Accident or occurrence

Accident Benefits - all jurisdictional statutes

Uninsured Motorist Protection

Notice of Cancellation: The Insurer will endeavor to provide the GCSurplus Sales Representative written notice of cancellation.

ELECTRONIC WASTE

This Contract is not to be used for disposal of Electronic Waste (E-Waste).

For purposes of this Contract, E-Waste is defined but not limited to any items containing electronics, CRT monitors, LCD / Plasma televisions and personal computers. Additional items may be added to this list by GCSurplus with advance notice to the supplier.

Either before removal or upon tri-aging of the material, should the Purchaser encounter E-Waste in a load then the Purchaser is to immediately notify the GCSurplus Sales Representative for instructions.

E-Waste material must be removed and managed in an environmentally sound manner. All associated costs are the responsibility of the Custodian department that declared the Asset(s) surplus.

APPLICABLE LAWS

Unless provided otherwise in the contract, the Contract must be interpreted and governed, and the relations between the parties determined, by the laws in force in Ontario.

ENTIRE AGREEMENT

The Contract constitutes the entire and only agreement between the Parties and supersedes all previous negotiations, communications and other agreements, whether written or oral, unless they are incorporated by reference in the Contract. There are no terms, covenants, representations, statements or conditions binding on the Parties other than those contained in the Contract.